Upload
others
View
1
Download
0
Embed Size (px)
Citation preview
Effective Structuring of Renewable Projects in the Kingdom of Saudi Arabia
10 May 2017
Muhammad Arif SaeedPartner, Saudi Arabia
WEBINAR
− Global Law Firm (61 offices across 29 countries);
− 3500 Strong (700 Partners & about 2,300 lawyers);
− 7 offices in the Middle East ( Abu Dhabi, Dubai, Amman, Doha, Baghdad, Erbil & Riyadh (Jeddah soon));
− Riyadh office (17 lawyers – over 50% Saudi + Shariah Expertise );
− Renewable Practice Group:
Our clean energy and sustainability group has advised on over 40GW ofrenewable energy projects globally. We have been advising on renewablestransactions for over 20 years. We have been ranked number 1 for M&Atransactions in the renewable energy sector globally for 2016 by CleanEnergy Pipeline. Accordingly, we fully understand current market trendsand can often help our clients deliver extra value through our knowledge ofmarket participants and deal structure and pricing. Our team focuses andadvises across the full project lifecycle from securing the developmentassets and through to construction and financing and exit. This meansthat we are able to providing strong commercial advice including how eachelement impacts on the other and how best to then protect our client’sposition.
About Eversheds Sutherland( www.eversheds-sutherland.com )
1. Introduction
2. Saudi Regulatory and Corporate Regime
3. Timeline
Presentation overview
Introduction
Foreign Investment Options in Renewable Sector
─ Project Development - Develop and own Project Assets
─ Services – EPC, O&M, Project Management Asset Management Services
─ Manufacturing – Supply Chain
─ Construction (Local)
5
Saudi Regulatory & Corporate Regime
─ General Law
─ NREP & REPDO
─ Foreign Investment Law
─ Companies Law
─ Saudization & Nitaqat
─ Timeline
EXITSaudi Regulatory & Corporate Regime
General Law
─ Shariah
─ Government Tenders & Procurement Law
─ Governing Law & Jurisdiction
─ Arbitration Law & Enforcement Courts
Saudi Regulatory & Corporate Regime
NREP & REPDO
─ Land Rights - Solar Parks
─ Pre-Bid Stage
─ RFQ & RFP
─ Legal Presence
─ Licensing Regime
Saudi Regulatory & Corporate Regime
Foreign Investment Law
─ National Treatment, repatriation & expropriation
─ Market Access Restrictions
─ SAGIA Foreign Investment License
• Types of FIL
• 100% Foreign Ownership
• Eligibility to apply
─ Special License for RE Project Development
─ TCR
Saudi Regulatory & Corporate Regime
Market Access Options
─ Direct sale of goods and services to end customers in Saudi Arabia
─ Distribution or Commercial Agency
─ Foreign Direct Investment
─ The Foreign Investment Law
─ Saudi Arabian General Investment Authority (“SAGIA”)
─ The Negative List
EXITMarket Access
Options
Table
11
License Type Authority Activities/Services Need for local
Partner
Minimum Capital
Requirement(SAR)
Timeframe
Engineering ServicesDesign &
Consultation
Asset Management
Services
O&MServices
Engineering Supervision/Owner’s
Engineer Services
EPC EPC-M
Professional Partnership
MoCI CoE
Yes No No Yes Engineering and
procurement consultation
only
Engineering and
procurement consultation
only
Yes25% (min)Qualified
Saudi Engineer
200,000 45 working days
Project management, implementation of designs, procurement of equipment and execution of projects
SAGIACoE
No Yes(to the extent of
the projects under
management)
No No Yes(other than
construction activities)
Yes(other than
construction activities)
Yes25% (min)
200,000 2 to 3 months
from filing
Operation & maintenance of energy projects and related support services
SAGIA No No Yes No No No No 500,000 for branch
200,000 for LLC
2 to 3 months
from filing
Industrial License
SAGIA No Not as services No No Not as services
Not as services
No 1,000,000 2 to 3 months
from filingTemporary Commercial Registration (TCR)
MOCIOrSAGIA
- - - - - - No 30 days
EXITTypes of FIL
Companies Law
─ Type of Vehicle
─ Minimum Capital Requirements
─ Lock-in Period in case of a CJSC
─ Management & control
─ Dividends
─ Statutory Reserve
Saudi Regulatory & Corporate Regime
Saudization & Nitaqat
Saudi Regulatory & Corporate Regime
Timeline
Saudi Regulatory & Corporate Regime
Pre-Bid
Teaming Agreement
or MoU
− Applications for setting up legal presence
− SAGIALicense
Issuance of SAGIALicense
− Issuance of the CR
− Appointment of the GM
− Issuance of the CoC
− MoCi’sApproval of the AoA
− Notarization of the AoA
− Capital Deposit
Registration with the below government departments:
− Municipality
− MoL− Passport
Dept.− GOSI− GAZAT
Bid Approval
15-30 Days 25 Days 60 Days
10 Days
Questions?
15
aldhabaan.eversheds.comThis information pack is intended as a guide only. Whilst the information it contains is believed to be correct, it is not a substitute for appropriate legal advice. Mohammed AlDhabaan in Association with Eversheds Sutherland (International) LLP can take no responsibility for actions taken based on the information contained in this pack.
Muhammad Arif SaeedPartner, Saudi Arabia
Contact:Tel: +966 11 484 4448Fax: +966 281 6611Mob: +966502411166Email: [email protected]
Address:Office 11, Home Office ComplexUrubah Road cross Prince Turki RoadPO Box 245555, Riyadh 11312Kingdom of Saudi Arabia